General Terms and Conditions of Bidi GmbH
1.Scope
These General Terms and Conditions (GTC) apply exclusively to all current and future business relationships between Bidi GmbH and entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) in the wholesale trade of perishable goods (fruit, vegetables, and tropical fruits). Deviating or supplementary terms and conditions of the customer are not recognized unless their validity has been expressly agreed to in writing.
Offer and Conclusion of Contract
2.1 Our offers are subject to change and non-binding.
2.2 Samples and specimens are provided solely for non-binding guidance. Customary deviations, particularly for natural products, are deemed to be in accordance with the contract.
2.3 A contract is only concluded upon written confirmation, implied delivery, or legally valid signature of the delivery note.
Prices and Payment
3.1 All prices are in euros ex warehouse of Bidi GmbH, plus the applicable VAT rate.
3.2 Transport costs, insurance, and special requests of the customer (express delivery, etc.) are borne by the customer.
3.3 Payment is due immediately upon receipt of the invoice. A cash discount requires a separate agreement.
3.4 For SEPA B2B direct debits, the collection will be announced at least one day in advance. Costs and fees associated with returned direct debits are borne by the customer.
3.5 If the customer defaults on payment, we will charge a flat-rate late payment fee of EUR 4.90 plus statutory default interest.
Retention of Title
4.1 The delivered goods remain our property until all claims have been paid in full.
4.2 The customer is entitled to resell the goods in the ordinary course of business. The customer hereby assigns all resulting claims to us (extended retention of title).
Delivery and Transfer of Risk
5.1 Deliveries are made either by the customer picking up the goods themselves, by a third party commissioned by the customer (e.g., a freight forwarder), by transport organized by us, or by direct sale at our location in Hilden.
5.2 In the case of self-collection or collection by a third party commissioned by the customer, the risk is transferred to the collector upon handover.
5.3 In the case of delivery by us, the transfer of risk occurs upon handover at the agreed delivery location.
5.4 If collection or acceptance is delayed for reasons for which the customer is responsible, we are entitled to charge storage costs and store the goods at the customer’s risk. Any loss of quality is at the customer’s expense.
Notice of Defects and Warranty
6.1 The customer must inspect the goods for defects immediately upon receipt. For fresh fruit, vegetables, and tropical fruit, the COFREUROP notification periods apply (6 hours for Class I, 8 hours for Class II).
6.2 Transport damage and visible defects must be documented immediately upon delivery of the goods and reported to us without delay.
6.3 Hidden defects must be reported in writing within 12 hours of discovery at the latest.
6.4 In the event of a justified complaint, we will, at our discretion, provide replacement or grant a price reduction. Further claims are excluded unless gross negligence or intent is involved.
6.5 Returns require our prior written consent.
Liability
7.1 Our liability is limited to the typical, foreseeable damages resulting from the contract.
7.2 We are not liable for loss of quality resulting from improper transport or storage by the customer or commissioned third parties.
7.3 Liability under the Product Liability Act remains unaffected.
7.4 Excluded from this are damages resulting from injury to life, body, or health, as well as gross negligence and intent.
Data Protection
We process personal data exclusively in accordance with the GDPR and our privacy policy. Processing is carried out, in particular, for contract execution and customer communication. For further details, please see our privacy policy at https://www.bidigmbh.com/datenschutz.
Right of withdrawal
The right of withdrawal applies exclusively to consumers within the meaning of Section 13 of the German Civil Code (BGB). Since we only deliver to businesses, there is no right of withdrawal.
Code of Conduct
We undertake to observe the principles of fairness, sustainability, and compliance with legal requirements along the entire supply chain in our business relationships in accordance with the Supply Chain Due Diligence Act (LkSG).
Force Majeure
Events of force majeure, including strikes, natural disasters, or official measures, release us from compliance with agreed delivery dates and entitle us to withdraw from the contract.
Place of Performance, Jurisdiction, and Choice of Law
12.1 The place of performance is Hilden.
12.2 The exclusive place of jurisdiction is Hilden.
12.3 The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.
Arbitration
In the event of a dispute, the parties may resort to arbitration proceedings in accordance with the rules of the Düsseldorf Chamber of Industry and Commerce before filing a lawsuit.
Severability Clause
Should individual provisions of these Terms and Conditions be invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by one that most closely approximates the economic purpose.
Version: 1.0 / March 2025